z "Non-Executive Directors" mean the non-executive
directors of the Board.

z "Remuneration Committee" or "Committee" means the
remuneration committee established by the resolution of the
Board in accordance with clause 3 of these Terms.

z "Senior Management" means the president, vice
presidents, company secretary and any other officers of the
Company appointed by the Board from time to time; any other
officers of the Company whose remuneration package is, or is
proposed to be, more favorable than that of any officer
appointed by the Board; and any other employees of the
Company as determined by the Remuneration Committee.

z "Supervisors" mean the members of the supervisory
committee of the Company.

1.2 The word "remuneration", as used in these Terms, includes
without limitation any salaries, bonuses, allowances,
benefits (in cash or in kind), pension arrangements,
reimbursements, compensation payments, incentive payments and
share options.
2.0 Constitution
The Board resolved to establish a committee of the Board to
be known as the Remuneration
Committee on 28 May 2004.
3.0 Membership
3.1 The Remuneration Committee shall be appointed by the
Board from time to time from amongst the Non-Executive
Directors and shall consist of three members, a majority of
whom shall be Independent Non-Executive Directors. The
chairman of the Remuneration Committee shall be an
Independent Non-Executive Director who shall be appointed by
the Board.
3.2 Members of the Remuneration Committee shall be identified
in the Board's compensation report (if any) to the
shareholders.
3.3 Each member of the Remuneration Committee shall disclose
to the Remuneration
Committee:
A any personal financial interest (other than as a
shareholder) in any matter to be decided by the Remuneration
Committee; or
B any potential conflict of interest arising from a
cross-directorship.
Any such member shall abstain from voting on resolutions of
the Remuneration Committee in relation to which such interest
exists and from participating in the discussions concerning
such resolutions and (if so required by the Board) shall
resign from the Remuneration Committee.
4.0 Meetings
4.1 Meetings shall be held at least once a year. The chairman
of the Remuneration Committee shall convene a meeting as and
when necessary or upon request by any member of the
Remuneration Committee.
4.2 The quorum of the meeting shall be two.
4.3 The Company Secretary, or, in his absence, his delegate,
shall be the secretary of the
Remuneration Committee.
5.0 Authority
5.1 The Remuneration Committee is authorised by the Board to
discharge its duties within these Terms. It is authorised to
seek any remuneration information it requires from the Senior
Management who is directed to co-operate with the
Remuneration Committee.
5.2 The Remuneration Committee is authorised by the Board to
obtain outside independent
professional advice and to secure the attendance of outsiders
with relevant experience and expertise if it considers this
necessary. The relevant expense shall be paid by the
Company.
5.3 The Remuneration Committee shall make recommendations on
the remuneration packages of Directors and Supervisors to the
Board for its final approval.
5.4 The Remuneration Committee shall determine, with
delegated responsibility, the remuneration packages of Senior
Management.
6.0 Duties
6.1 The duties of the Remuneration Committee shall
include:
A making recommendations to the Board on the Company's policy
and structure for all remuneration of the Directors,
Supervisors and Senior Management and on the establishment of
a formal and transparent procedure for developing such
remuneration policy;
B being responsible for determining the specific remuneration
packages and terms of
service contracts for the Senior Management; and make
recommendations to the shareholders of the Company for their
approval in general meeting, on the specific remuneration
packages and terms of service contracts for the Directors and
Supervisors; the Remuneration Committee should consider
salaries paid by comparable companies, remuneration levels
within the Company, time commitment and responsibilities and
employment conditions elsewhere in the Company;
C being aware of all remuneration policies and structures for
employees (including any major changes thereof) determined by
the Senior Management and advising
the Senior Management where necessary;
D reviewing and approving the management's remuneration
proposals with reference to corporate goals and objectives
approved by the Board from time to time;
E reviewing the compensation payable to Directors,
Supervisors and Senior Management for any loss or termination
of office or appointment to ensure that it is consistent with
contractual terms and is otherwise fair and not
excessive;
F reviewing compensation arrangements relating to dismissal
or removal of Directors, Supervisors and Senior Management
for misconduct to ensure that they are consistent with
contractual terms and are otherwise reasonable and
appropriate;
G ensuring that no Director or any of his associates is
involved in deciding his own
remuneration and, in relation to the remuneration of a
Non-Executive Director who is a member of the Remuneration
Committee, his remuneration should be determined by the other
members of the Remuneration Committee;
H reviewing the Company's policy on expense reimbursements
for the Directors,
Supervisors and Senior Management; and
I being exclusively responsible for establishing the
selection criteria, selecting, appointing and setting the
terms of reference for any external remuneration consultants
who advise the Remuneration Committee.
6.2 In carrying out its duties under these terms of
reference, the Remuneration Committee should:
A consult the Chairman of the Board and/or chief executive
about their remuneration proposals for other Executive
Directors;
B provide the packages needed to attract, retain and motivate
Executive Directors to run the Company successfully without
paying more than necessary;
C judge where to position the Company relative to other
companies; they should be
aware what comparable companies are paying;
D be sensitive to the wider scene, including pay and
employment conditions within the Company and elsewhere,
especially when determining annual salary increases;
E ensure that a significant proportion of the total
remuneration package of Executive Directors should be
constructed so as to link rewards to corporate and individual
performance and should be designed to align their interest
with those of shareholders and to give these Directors keen
incentives to perform at the highest levels; and
F ensure that any share options offered by the Company to its
Directors, Supervisors or Senior Management are in accordance
with Chapter 17 of the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong
Limited.
6.3 Without prejudice to the generality of the terms of
reference to the Remuneration
Committee set out above, the Remuneration Committee
shall:
A operate the Company's share option schemes (if any) or
other incentives schemes (if any) as they apply to, and
recommend to the general meeting of shareholders grants of
options to be made to, Executive Directors, Non-Executive
Directors and/or Supervisors. It shall recommend to the Board
the total aggregate amount of any grants to employees (with
the specific grants to individuals to be at the discretion of
the Board) and make amendments to the terms of such schemes
(subject to the provisions of the schemes relating to
amendment);
B liaise with the trustee of any employee share scheme which
is created by the
Company for the benefit of employees or Directors;
C review the terms of Executive Directors' service agreements
from time to time;
D advise the Board in relation to the preparation of the
Board's remuneration report
(if any) to shareholders; and
E keep the Chairman of the Board fully informed of its
actions.
7.0 Reporting procedures
7.1 The Committee shall report its findings and
recommendations to the Board.
7.2 The secretary of the Committee shall circulate the
minutes of meetings and reports of the Remuneration Committee
to all members of the Board after approval and signature by
members of the Committee, and shall keep proper records of
meetings.
8.0 Annual General Meeting
The Chairman (or in his absence, his duly appointed delegate)
of the Committee should attend the Annual General Meeting of
the Company and make himself available to respond to any
shareholder questions on the Committee's activities.

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This press release was issued by ASMC - Advanced Semiconductor Manufacturing Corporation Ltd. and was initially posted at http://www.asmcs.com/demo/download/File/en/E_Terms of reference_Remuneration Committee.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-22 09:25:52 AM. The issuer is solely responsible for the accuracy of the information contained therein.